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UDK texture popping

polycounter lvl 10
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Wonkey polycounter lvl 10
When I get closer to static mesh when playing in viewport in UDK, my textures seem to pop. I suspect it is mip mapping, but when I look other maps, they don't seem to pop this close-or at least as noticeably.

One of the frustrating things, it that it doesn't do it with every light build-and it doesn't seem to matter the quality of the build.

Chql9.gif

another distance popping http://i.imgur.com/FL7nL.gif

Any ideas on how to fix this?

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